Unassociated Document


    
      


      CONSULTING AGREEMENT

      


      This
Consulting Agreement (the "Agreement"), effective as of this 5th day of August,
2009 (the "Effective Date") is entered into by and between, Europus Capital
Investments, Inc (the "Consultant") and Megola, Inc., (the
"Company").

      


      B
A C K G R O U N D:

      


      
        WHEREAS,
Company desires to engage the services of Consultant to consult, assist and
advise the company in the process of potentially moving from the Pink Sheets to
the OTCBB.

      

      Assist
and advise the Company in identifying investor relations and/or public relations
and/or market relations organizations to be utilized by the Company and
assisting the Company with such investor relations and/or public relations
and/or market relations organizations which are engaged by the
Company;

      


      NOW
THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

      


      1.  Term of Consultancy: Company
hereby agrees to retain the Consultant to act in a consulting capacity to the
Company, and the Consultant hereby agrees to provide services to the Company
commencing on the Effective Date and ending 12 Months from the Effective Date
unless terminated pursuant to Section 8 of this Agreement.

      


      2.  Services: During the term of
this Agreement, Consultant's services may include, but will not necessarily be
limited to providing the following services on behalf of and for the benefit of
the Company:

      


      
        	 	
                A.

              	
                Analyze
      Company's needs with respect to public relations and/or investor
      relations and/or
      market relations.

              


      

       

      
        	 	
                B.

              	
                Oversee
      and facilitate, for the benefit of the Company, any and all Investor
      relations and/or
      public relations and/or market relations organizations which are engaged
      by the Company;

              


      

       

      
        	 	
                C.

              	
                Consult
      and assist the Company in developing and implementing appropriate plans
      and means
      for presenting the Company and its business plans, strategy and personnel
      to the financial
      community.

              


      

       

      
        	 	
                D.

              	
                Assist
      and advise the company with respect to its relations with brokers,
      dealers, analysts,
      and other investment
professionals.

              


      

       

      
        	 	
                E.

              	
                Otherwise
      perform as the Company's consultant for public relations and/or
      investor relations
      and/or market relations.

              


      

       

      
        	 	
                F.

              	
                Assist
      and advise the company in introduction to various market makers,
      investment banking
      and small cap firms.

              


      

       

      
        
          	 	
                  G.

                	
                  Assist
      and advise the company in the process of potentially moving from the Pink
      Sheets to the OTCBB.

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.  Allocation of Time and
Energies: The Consultant hereby promises to perform and discharge
faithfully the responsibilities, which may be assigned to the Consultant from
time to time by the officers and duly authorized representatives of the Company
under this Agreement. Consultant and staff shall diligently and thoroughly
provide the consulting services required hereunder. Although no specific
hours-per-day requirement will be required, Consultant and the Company agree
that Consultant will perform the duties set forth herein above in a diligent and
professional manner.

      


      4.   Remuneration: As full and
complete compensation for services described in this Agreement, the Company
shall compensate Consultant as follows:

      


      
        	
              	
                4.1

              	
                (A)
      For undertaking this engagement and for other good and valuable
      consideration, the
      Company
      agrees to cause to be delivered to the Consultant (in lieu of a cash
      payment of $64000.00 US) 3,200,000 shares of the Company's Common Stock
      (the “Shares”, and sometimes referred to as the “Commencement Bonus”) with
      Piggy Back registration rights. The Company understands and agrees that
      Consultant has foregone significant opportunities to accept this
      engagement. The Shares issued as a Commencement Bonus, therefore,
      constitute payment
      for Consultant's agreement to consult to the Company and are a
      nonrefundable, non-apportion
      able, and non-ratable retainer; such shares of common stock are not
      a prepayment
      for future services.

              


      

      


      (B) If
the Company decides to terminate this Agreement after entered into for any
reason

      whatsoever,
it is agreed and understood that Consultant will not be requested or demanded by
the Company to return any of the Shares paid to it as Commencement Bonus nor any
of the Warrants that have vested prior to any such termination. Further, if and
in the event the Company is acquired in whole or in part, during the term of
this Agreement, it is agreed and understood Consultant will not be requested or
demanded by the Company to return any of the Shares or vested Warrants paid to
it hereunder. It is further agreed that if at any time during the term of this
agreement, the Company or substantially all of the Company's assets are merged
with or acquired by another entity, or some other change occurs in the legal
entity that constitutes the Company, the Consultant shall retain and will not be
requested by the Company to return any of the Shares or vested
Warrants.

      


      
        
          	
                	
                  4.2

                	
                  The
      Company hereby covenants with Consultant that when issued, the Shares and
      the Warrants shall be validly issued, fully paid and non-assessable, and
      fully authorized by the board of Directors of the
  Company.

                


        

      

      


      5.    No Delegation of Services:
Consultant's services under this contract are unique offered to Company and may
not be assigned by the Company except to an entity with which Company merges or
which acquires the Company or substantially all of its assets, subject, however,
to the condition that the successor entity expressly assumes all of the Company
obligations under this Agreement prior or simultaneous to any such capital
transaction

      


      6.  Indemnification: The Company
warrants and represents that all oral communications, written documents or
materials furnished to Consultant by the Company with respect to financial
affairs, operations, profitability and strategic planning of the Company are
accurate and Consultant may rely upon the accuracy thereof without independent
investigation. The Company will protect, indemnity and hold harmless Consultant
(including its officers, directors, employees and agents) against any claims or
litigation including any damages, liability, cost and reasonable attorney's fees
as incurred with respect thereto resulting from Consultants communication or
dissemination of any said information, documents or materials. Company further
agrees to protect, indemnity and hold harmless Consultant (including its
officers, directors, employees and agents) against any claims or litigation
including any damages, liability, cost and reasonable attorney's fees as
incurred with respect thereto resulting from any and all breaches by Company
and/or Company's officers, directors, employees, agents, and any and all market
relations, public relations and investor relations organizations introduced to
Company by Consultant and subsequently engaged by Company, including
misrepresentations and/or omission of fact and from any and all violations of
applicable laws and regulations.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      7. Representations: Consultant
represents that it is not required to maintain any licenses and registrations
under federal or any state regulations necessary to perform the services set
forth herein. Consultant further acknowledges that it is not a securities Broker
Dealer or a registered investment advisor and is not and will not perform any
tasks, which require Consultant to be licensed as such. Company acknowledges
that, to the best of its knowledge, that it has not violated any rule or
provision of any regulatory agency having jurisdiction over the Company. Company
acknowledges that, to the best of its knowledge, Company is not the subject of
any investigation, claim, decree or judgment involving any violation of the SEC
or securities laws. Both Company and Consultant acknowledge that Company is
under no obligation to follow and/or act in accordance with the recommendations
made by Consultant in connection with this Agreement. Company represents that
its decision to not act in accordance with Consultant's recommendations in no
way effects Company's obligations as set forth in Section 4 et. seq.
hereinabove. Company acknowledges that it remains responsible to perform any and
all additional due diligence it deems necessary and appropriate respecting the
investor relations, market relations and public relations organizations
introduced to it by Consultant. Company further represents and acknowledges that
Consultant is not responsible and not liable for the actions taken by those
investor relations, market relations and public relations organizations that are
introduced to it by Consultant and subsequently engaged by Company.

      


      8.  Termination: This Agreement
may be terminated by Consultant during the Term hereof by notice to the Company
in the event that the Company shall have provided materially inaccurate or
misleading information, of any type or nature, to the Consultant, or failed or
been unable to comply in any material respect with any of the terms, conditions
or provisions of this       Agreement on the
part of the Company to be performed, complied with or fulfilled within the
respective times, if any, herein provided for, unless compliance therewith or
the performance or satisfaction thereof shall have been expressly waived by
Consultant in writing. Any termination of this Agreement pursuant to this
Section 8 shall be without liability of any character (including, but not
limited to, loss of anticipated profits or consequential damages) on the part of
the Company, except that the Company shall remain obligated to pay the fees,
other compensation and costs otherwise to be paid, as set forth in Sections 4
and 5 hereof.

      


      9.  Legal Representation: The
Company acknowledges that independent legal counsel in the preparation of this
Agreement has represented it. Consultant represents that it has consulted with
independent legal counsel and/or tax, financial and business advisors, to the
extent the Consultant deemed necessary.

      


      10. Status as Independent
Contractor: Consultant's engagement pursuant to this Agreement shall be
as independent contractor, and not as an employee, officer or other agent of the
Company. Neither party to this Agreement shall represent or hold itself out to
be the employer or employee of the other. Consultant further acknowledges the
consideration provided hereinabove is a gross amount of consideration and that
the Company will not withhold from such consideration any amounts as to income
taxes, social security payments or any other payroll taxes. All such income
taxes and other such payment shall be made or provided for by Consultant and the
Company shall have no responsibility or duties regarding such matters. Neither
the Company nor the Consultant possesses the authority to bind each other in any
agreements without the express written consent of the entity to be
bound.

      


      11. Waiver: The waiver by either
party of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by such other
party.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      12. Notices: Any notices or other
communications required or permitted hereunder shall be sufficiently given if
personally delivered, or sent by express mail or telegram, or transmitted by fax
or e-mail, addressed as set forth herein below.

      


      If to
Consultant: Europus Capital Investments, Inc

      


      If to the
Company: Megola, Inc.

      


      13.   Confidentially: This entire
Agreement, including the terms of this Agreement, shall remain confidential in
its entirety and will not be disclosed to anyone without first receiving written
consent to do so. This is a material part of this Agreement.

      


      14.   Complete Agreement: This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof. This Agreement and its terms may not be changed orally but only
by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. In the event
that any particular provision or provisions of this Agreement shall for any
reason hereafter be determined to be unenforceable, or in violation of any law,
governmental order or regulation, such unenforceability or violation
shall

      not
affect the remaining provisions of this Agreement, which shall continue in full
force and be binding upon the respective parties hereto. The language of this
Agreement shall be construed as

      a whole,
according to its fair meaning and intent, and not strictly for or against either
party

      hereto,
regardless of who drafted or was principally responsible for drafting the
Agreement or the terms or conditions hereof

      


      
        
          	AGREED
      TO:	 	 	 	 
	 	 	 	 	 
	Eurpous
      Capital Investments, Inc	 	 	Megola,
      Inc.	 
	 	 	 	 	 
	Date:
      August 5, 2009	 	 	Date:
      August 5, 2009	 
	 	 	 	 	 
	
                  By:
      _____________________

                	 	 	
                  By:
      _____________________

                	 
	
                  Peter
      Lindhout

                	 	 	
                  Joel
      Gardner

                	 
	
                  Managing
      Member

                	 	 	
                  President